- 2019 revenue was more than $2 million with unit sales growing by 18% from 2018 - aggregating over 440,000 units sold since 2018 (unaudited)
- Founder, CEO and inventor was granted 2 utility patents for the product design and has assigned these to the company
- Currently sold in retailers worldwide including REI and the Container Store, as well as on marketplaces like Amazon, where the product has received an average rating of 4.7/5 stars from over 1,400 reviews
- Backed by notable investors that include executives from Nike, Under Armour, Stanley (water-bottles), Brooks Running, and Filson
- Founder and CEO has 15 years of entrepreneurship experience as a Ph.D, inventor, author and is former faculty at UW Foster School of Business and Stanford University
- Total Amount Raised: US $1,248,048
- Total Round Size: US $2,382,507
- Seed :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $4,750,000 :
- Side by Side Offering
Several years ago, after having a new baby and summiting Mt. Rainier within months of each other, Heroclip creator Mina had the profound realization that two hands were simply not enough to handle all the gear that comes with living a full life. After an exhaustive and fruitless search for a tool that would hold her gear exactly where she wanted it so she could take a load off and do what she loved to do instead, she decided to invent the extra hand she needed, in the simplest form possible. With a Kickstarter campaign that pre-sold thousands of units, Mina realized that she was onto something -- who doesn’t need an extra hand?
In 2017, after a year of receiving customer feedback from around the world, Mina realized that they were using Heroclips in ways that she would have never imagined and that these customers’ daily lives were truly improved by this simple and unassuming, but powerful tool. Realizing the potential of Heroclip to be the extra hand that unburdens people and the impact this freedom would have on making daily life easier and more fulfilling, Mina decided to build a team around her to help bring Heroclip to everyone who needs one.
Today, Heroclip is a committed team made of energetic, eager and experienced team members (see profiles of our management team below) and investors from powerful consumer brands like Nike, Stanley, Brooks Running, Amazon and Microsoft. Our vision is to create a ubiquitous Heroclip following through direct-to-consumer, third-party online and wholesale channels, and we are thrilled that we are well on our way.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $25,547 (under Reg CF only)
Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
Investment up to $4,999
- One Heroclip and piece of branded merchandise
Investment between $5,000 and $9,999
- “Herobox” - contains all three sizes of Heroclip, branded merchandise and partner products
- One-time discount code for 20% off
Investment between $10,000 and $49,999
- “Herobox” - contains all three sizes of Heroclip, branded merchandise and partner products
- Multi-use discount code for 25% off
Investment $50,000 and beyond
- “Herobox” - contains all three sizes of Heroclip, branded merchandise and partner products
- Multi-use discount code for 25% off
- Invitation to annual meeting (remote or in-person) with Heroclip founder/CEO and key team members
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Heroclip's markets are diverse. As one early reviewer said, it is "infinitely useful for anyone living on earth." However, the markets we are proactively focused on are accessories in outdoor, travel and "everyday" (parenting, home organization, grocery shopping, etc.).
While there are various options for hanging stuff available in the market -- a carabiner, a utility hook, a plastic hook, an S-biner, a bungee cord, a purse hanger - Heroclip combines these multiple life tools into one.
Other functional points of difference include:
- The ability to either hook or clip your stuff to almost anything
- A patented 360-degree swivel system, which provides easy access to your gear
- The ability to fold compactly
- Premium materials (extremely strong and durable aircraft-grade aluminum)
In addition, we believe Heroclip is positioned as a premium brand with superior aesthetics whereas the other options are mostly commodity products priced under $5. We have an engaged fan base who love our product, giving us 4.7 rating on Amazon (from 1400+ reviewers) and posting social content describing all the different ways they use their clips.
We have two utility patents for Heroclip in the U.S. and one utility patent in China and the product currently has a strong hold in the "versatile hanging tool" category. Our focus is on the broader concept of organizing life ACROSS ACTIVITIES whereas most brands focus on products for specific activities. As consumers increasingly attempt to simplify their lives, our multi-purpose tool provides the one tool that can go with them anywhere, for any activity.
Our gross margin ranges from 51% (wholesale) to 76% (direct to consumer).
The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The industry is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve market acceptance and its ability to generate meaningful additional revenues from its products and services.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until the end of the year, it will be ramping up cash burn to promote revenue growth, fund further R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.
The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The Company must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences for the Company's products change continually. Its success depends on its ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If the Company does not offer products that appeal to consumers, its sales and market share will decrease. It must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If the Company does not accurately predict which shifts in consumer preferences will be long-term, or if it fails to introduce new and improved products to satisfy those preferences, its sales could decline. In addition, because of its varied customer base, it must offer an array of products that satisfy the broad spectrum of consumer preferences. If the Company fails to expand its product offerings successfully across product categories, or if it does not rapidly develop products in faster growing and more profitable categories, demand for its products could decrease, which could materially and adversely affect its product sales, financial condition, and results of operations.
In addition, achieving growth depends on its successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on its ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise its competitive position and adversely impact its business
The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive modular furniture space. Additionally, the product may be in a market where customers will not have brand loyalty.
If the Company fails to maintain or expand its relationships with its suppliers, it may not have adequate access to new or key technology necessary for its products, which may impair its ability to deliver leading-edge products. In addition to the technologies it develops, its suppliers develop product innovations at its direction that are requested by its customers. Further, the Company relies heavily on its component suppliers to provide it with leading-edge components that conform to required specifications or contractual arrangements on time and in accordance with a product roadmap. If the Company is not able to maintain or expand its relationships with its suppliers or continue to leverage their research and development capabilities to develop new technologies desired by its customers, its ability to deliver leading-edge products in a timely manner may be impaired and it could be required to incur additional research and development expenses. Also, disruption in its supply chain or the need to find alternative suppliers could impact the costs and/or timing associated with procuring necessary products, components, and services. Similarly, suppliers have operating risks that could impact their business. These risks could create product time delays, inventory and invoicing problems, staging delays, and other operational difficulties.
Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on their ability to maintain and continuously improve their quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in the Company or the Company's current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on their business and their reputation.
The Company plans to implement new lines of business or offer new products and services within existing lines of businesses. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. The Company may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, the Company could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, the Company's business, financial condition, or results of operations may be adversely affected.
The reviewing CPA has included a “going concern” note in the reviewed financials. The Company has incurred losses from inception of approximately $1,955,000 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its product, and its ability to generate positive operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
The Company has engaged in related party transactions. During the year-ended December 31, 2019, the spouse of Mina Yoo, the Company’s largest shareholder and CEO, loaned funds for the Company’s operations. These loans bear interest at a rate of 1.5% per month. As of December 31, 2019, the outstanding principal amount was $105,000. These loans are recorded under “Related party loan” on the balance sheet. The Company recognized interest expenses of $17,550 in connection with related party loans during the year ended December 31, 2019. As of the date hereof, the outstanding amount of these loans is approximately $68,600. Additionally, the Company has issued an outstanding Promissory Note to NWSRI LLC, which is an entity beneficially owned by Shaula Massena, a member of the Company’s Board of Directors. The outstanding principal amount of this note is $50,000.
NWSRI LLC is also the beneficial owner of 72,710 shares of the Series Seed-2 Preferred Stock, which were purchased while Shaula Massena was a member of the Company’s Board of Directors. Meredith Han is the beneficial owner of 101,794 shares of the Series Seed-2 Preferred Stock, which were purchased while Meredith Han was a member of the Company’s Board of Directors.
The Company entered into a number of loans during 2019, which have been paid back in full. The total principal amount of these promissory notes was $350,000 as of December 31, 2019. The notes had an interest rate of 15% per annum, and the Company accrued interest amounting to $1,759 for the year ended December 31, 2019. These notes have been paid in full and are no longer outstanding.
The Company entered into a number of loans in June 2020, which remain outstanding. The total outstanding principal amount of these promissory notes is $300,000 as of the date hereof. The notes bear interest at 15% per annum. The notes have a 2% loan fee payable on the date of issuance. The maturity date is 8 months after the date of issuance. In the event of a default and if the holders representing a majority of the principal amount of the notes are amenable to a one-year extension, certain provisions of such notes will be changed, as follows: the interest rate shall increase to 18% per annum, the Company shall issue warrants to the note holders to purchase shares of common stock in the aggregate amount of 2% of the Company’s fully-diluted capitalization, and the Company shall pay the holders of the notes a loan fee of 3% payable the day of the agreed extension.
The Company is authorized to issue a large number of additional shares of Common Stock. The Company may decide to raise additional capital through the sale of additional shares of Common Stock in the future, which may cause dilution to the purchasers of Series Seed-2 Preferred Stock. Because the Company is authorized to issue a large number of shares of Common Stock, the Investors in this Offering will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control, economic interest and respective percentage ownership of the Company’s outstanding stock.
The Company is authorized to issue a large number of shares of Series Seed Preferred Stock. The Company may decide to raise additional capital through the sale of shares of Series Seed Preferred Stock in the future, which may cause dilution to the Investors. Because the Company is authorized to issue a large number of shares of Series Seed Preferred Shares, the Investors in this offering will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control, economic interest and respective percentage ownership of the Company’s outstanding stock.
The value of your investment may be diluted if the company issues additional options. A pool of unallocated options is typically reserved for future employees and service providers. The price per share of the Series Seed-2 Preferred Stock has been calculated assuming a total reserved option pool of 700,000 shares of common stock, of which there is an unallocated option pool of 180,440 shares of common stock as of immediately prior to this Offering, and which may not account for all additional options the Company will issue after the Offering and may not provide adequate protection against the dilution Investors may face due to such additional issuances. Any option issuances by the Company over the unallocated pool of 180,440 shares of common stock will dilute your equity ownership percentage.
The Company’s cash position is relatively weak. The Company currently has approximately $265,483.5 in cash balances as of June 30, 2020. This equates to about 2-3 months of runway at the Company’s current cash burn rate. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.
The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.
The Total Amount Raised, as reflected on the SeedInvest platform, may be partially comprised of investments from the Company’s management or affiliates. Such investments are not being counted towards the escrow minimum. If the sum of the investment commitments does not equal or exceed the escrow minimum at the offering end date, no securities will be sold in the offering, investment commitments will be cancelled, and committed funds will be returned. As a result, the Total Amount Raised may not be reflective of the Company's ability to conduct a closing.
The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Heroclip. Once Heroclip accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Heroclip in exchange for your securities. At that point, you will be a proud owner in Heroclip.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, Heroclip has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Heroclip does not plan to list these securities on a national exchange or another secondary market. At some point Heroclip may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Heroclip either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is Heroclip's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Heroclip's Form C. The Form C includes important details about Heroclip's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.